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40 • 40 client relationships with parties (for example, underwriters, trustees, rating agencies, insurers, credit providers, lenders, contractors, developers, financial and other consultants/advisors (including PFM), accountants, investment advisors/providers/brokers, public entities and others) who may have some role or interest in the Bond Issue or that may be involved with or adverse to the Issuer with respect to the Bond Issue or some other matter. The Issuer consents to the engagement of OH&S by PFM to provide the Legal Services described above. Furthermore, the Issuer agrees that PFM shall be responsible only for the Administrative Services to be provided by it pursuant hereto and not for the Legal Services to be performed by OH&S. Except as prohibited by law, the issuer agrees to indemnify, defend, and hold harmless PFM and its officers, directors, employees, agents, successors and assigns from any and all losses, liabilities, damages and claims, and all related costs and expenses, including attorneys` fees and costs of investigation, litigation, settlement, judgment, interest and penalties arising from or in connection with any claim made against PFM in connection with (i) its performance of the Administrative Services to be provided by it pursuant hereto, unless arising primarily from PFM's negligence or willful misconduct, and (ii) OH&S's performance or non-performance of the Legal Services to be performed by it pursuant hereto. The Issuer and PFM may add additional Bonds, from time to time, provided that the prior consent of OH&S is obtained. If this engagement letter is satisfactory, please have an authorized official execute one copy and return to the undersigned. Very truly yours, PUBLIC F ANCIAL MANA NT, INC. By: Title: Accepted: Indian River County, Flori a. By U.n ams Title: Chairman Date: October 17, 2000 Indian River County Agreement Page 3